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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)*
_______________________
TRIARC COMPANIES, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.10 PER SHARE
CLASS B COMMON STOCK, SERIES 1, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
CLASS A COMMON STOCK: 895927 10 1
CLASS B COMMON STOCK: 895927 30 9
(CUSIP Number)
PETER W. MAY
C/O TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
MAY 9, 2005
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 2 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NELSON PELTZ
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY OWNED 11,101,149 (Class A Common Stock)
BY EACH 14,417,649 (Class B Common Stock)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 7,077,218 (Class A Common Stock)
9,145,828 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
11,101,149 (Class A Common Stock)
14,417,649 (Class B Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4% (Class A Common Stock)*
30.5% (Class B Common Stock)*
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14 TYPE OF REPORTING PERSON
IN
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* These percentages are calculated based on 23,902,892 shares of Class A
Common Stock and 42,663,278 shares of Class B Common Stock outstanding as
of April 29, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended April 3, 2005.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 3 of 15
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PETER W. MAY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER (See Item 5)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER (See Item 5)
BENEFICIALLY OWNED 11,077,399 (Class A Common Stock)
BY EACH 14,216,899 (Class B Common Stock)
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER (See Item 5)
WITH 3,851,026 (Class A Common Stock)
4,692,145 (Class B Common Stock)
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10 SHARED DISPOSITIVE POWER (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
11,077,399 (Class A Common Stock)*
14,216,899 (Class B Common Stock)*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.3% (Class A Common Stock)
30.1% (Class B Common Stock)
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14 TYPE OF REPORTING PERSON
IN
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* These percentages are calculated based on 23,902,892 shares of Class A
Common Stock and 42,663,278 shares of Class B Common Stock outstanding as
of April 29, 2005, as reported in the Company's Quarterly Report on Form
10-Q for the quarterly period ended April 3, 2005.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 4 of 15
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AMENDMENT NO. 20 TO SCHEDULE 13D
This Amendment No. 20 amends and supplements the Schedule 13D
dated October 13, 1992 (the "Original Statement"), as amended and restated by
Amendment No. 6 dated May 3,1993, as amended by Amendment No. 7 dated February
14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by
Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May
4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by
Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July
1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by
Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated
January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as
amended by Amendment No. 18 dated June 29, 2004 and as amended by Amendment No.
19 dated July 23, 2004 (the Original Statement, as so amended shall be known as
the "Statement"), with respect to the Class A Common Stock, par value $.10 per
share (the "Class A Common Stock"), and the Class B Common Stock, Series 1, par
value $.10 per share (the "Class B Common Stock"), in each case of Triarc
Companies, Inc., a Delaware corporation and successor by merger to Triarc
Companies, Inc., an Ohio corporation formerly named DWG Corporation (the
"Company"). Unless otherwise indicated, all capitalized terms used herein shall
have the same meaning as set forth in the Statement.
Except as set forth below, there are no changes to the
information set forth in the Statement. As noted in Amendment Nos. 14, 15, 16,
17, 18 and 19, all references in the Statement to "Common Stock" shall be deemed
to refer to the Class A Common Stock.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 5 of 15
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is amended by adding the following:
On September 22, 2004, Mr. Peltz acquired 50 shares
of Class B Common Stock in an open market purchase and made a bona fide
gift of such shares to an unrelated person.
On September 29, 2004, each of Messrs. Peltz and May
acquired 50 shares of Class B Common Stock in an open market purchase
and made a bona fide gift of such shares to an unrelated person.
On October 4, 2004, each of Messrs. Peltz and May
acquired 100 shares of Class B Common Stock in an open market purchase
and made a bona fide gift of such shares to an unrelated person.
On November 29, 2004, Mr. Peltz exercised stock
options with respect to 240,000 shares of Class A Common Stock and
480,000 shares of Class B Common Stock and paid the exercise price by
delivery of 205,742 shares of Class B Common Stock, at a price per
share equal to the closing price of a share of Class B Common Stock on
November 29, 2004. Out of the option shares, Mr. Peltz received 67,876
shares of Class A Common Stock (and delivery of 172,124 shares of Class
A Common Stock was deferred and such shares placed in a rabbi trust)
and received 135,754 shares of Class B Common Stock (and delivery of
344,246 shares of Class B Common Stock was deferred and such shares
placed in a rabbi trust).
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 6 of 15
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On November 29, 2004, Mr. May exercised stock options
with respect to 160,000 shares of Class A Common Stock and 320,000
shares of Class B Common Stock and paid the exercise price by delivery
of 137,162 shares of Class B Common Stock, at a price per share equal
to the closing price of a share of Class B Common Stock on November 29,
2004. Out of the option shares, Mr. May received 45,251 shares of Class
A Common Stock (and delivery of 114,749 shares of Class A Common Stock
was deferred and such shares placed in a rabbi trust) and received
90,503 shares of Class B Common Stock (and delivery of 229,497 shares
of Class B Common Stock was deferred and such shares placed in a rabbi
trust).
On March 14, 2005, Mr. Peltz was granted 149,155
restricted shares of Class A Common Stock and 200,000 restricted shares
of Class B Common Stock from the Company as compensation, which shares
are subject to specified vesting conditions but may be voted by Mr.
Peltz prior to the time, if any, that they are forfeited by Mr. Peltz.
On March 14, 2005, Mr. May was granted 178,926
restricted shares of Class B Common Stock from the Company as
compensation, which shares are subject to specified vesting conditions
but may be voted by Mr. May prior to the time, if any, that they are
forfeited by Mr. May.
On May 9, 2005, Mr. Peltz made a bona fide gift of
153,250 shares of Class B Common Stock to the Nelson and Claudia Peltz
Family Foundation, a trust established for charitable purposes (the
"Peltz Family Foundation").
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 7 of 15
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Part (a) through (c) of Item 5 is amended by deleting the
eleventh through nineteenth paragraphs thereof and replacing them with the
following:
Mr. Peltz directly owns and has the sole power to
dispose of and the shared power to vote 5,618,884 shares of Class A
Common Stock, has the shared power to vote and, upon vesting thereof,
the sole power to dispose of 149,155 restricted shares of Class A
Common Stock and beneficially owns 1,458,334 shares of Class A Common
Stock issuable upon exercise of options that he may exercise within 60
days of the date of this Statement. Mr. May directly owns and has the
sole power to dispose of and the shared power to vote 3,034,360 shares
of Class A Common Stock and beneficially owns 816,666 shares of Class A
Common Stock issuable upon exercise of options that he may exercise
within 60 days of the date of this Statement.
The Peltz L.P. is the beneficial owner of 23,550
shares of Class A Common Stock. On May 9, 2004, Mr. Peltz transferred
all of his general partnership interests in the Peltz L.P. to Claudia
Peltz, his wife, as a result of which Mrs. Peltz became the sole
general partner of the Peltz L.P. Immediately thereafter, Mrs. Peltz
contributed all of the general partnership interests in the Peltz L.P.
to a limited liability company of which she is the sole member. In
addition, Mr. Peltz's minor children are the beneficial owners of 200
shares of Class A Common Stock. Mr. Peltz may be deemed to beneficially
own the shares of Class A Common Stock owned by the Peltz L.P. and his
minor children. Mr. Peltz disclaims beneficial ownership of such
shares.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 8 of 15
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Pursuant to the Voting Agreement, Mr. Peltz may also
be deemed to share voting power (but has no dispositive power) with
respect to the 3,851,026 shares of Class A Common Stock beneficially
owned by Mr. May (including options that may be exercised by Mr. May
within 60 days of the date of this Statement), and Mr. May may also be
deemed to share voting power (but has no dispositive power) with
respect to the 7,226,373 shares of Class A Common Stock beneficially
owned by Mr. Peltz (including restricted shares that may be voted by
Mr. Peltz and options that may be exercised by Mr. Peltz within 60 days
of the date of this Statement, but excluding shares beneficially owned
by the Peltz L.P. and Mr. Peltz's minor children). Accordingly, Mr.
Peltz may be deemed to beneficially own such shares of Class A Common
Stock beneficially owned by Mr. May, and Mr. May may be deemed to
beneficially own such shares of Class A Common Stock beneficially owned
by Mr. Peltz.
As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 11,101,149 shares of Class A Common Stock
(including shares of Class A Common Stock beneficially owned by Mr.
May, the Peltz L.P. and Mr. Peltz's minor children and restricted
shares of Class A Common Stock that may be voted by Mr. Peltz),
representing approximately 42.4% of the outstanding shares of Class A
Common Stock. In addition, Mr. May may be deemed to beneficially own an
aggregate of 11,077,399 shares of Class A Common Stock (including
shares of Class A Common Stock beneficially owned by Mr. Peltz and
restricted shares of Class A Common Stock that may be voted by Mr.
Peltz, but excluding shares beneficially owned by the Peltz L.P. and
Mr. Peltz's minor
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 9 of 15
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children), representing approximately 42.3% of the outstanding shares
of Class A Common Stock.
Mr. Peltz directly owns and has the sole power to
dispose of and the shared power to vote 6,229,160 shares of Class B
Common Stock, has the shared power to vote and, upon vesting thereof,
the sole power to dispose of 200,000 restricted shares of Class B
Common Stock and beneficially owns 2,916,668 shares of Class B Common
Stock issuable upon exercise of options that he may exercise within 60
days of the date of this Statement. Mr. May directly owns and has the
sole power to dispose of and the shared power to vote 3,058,813 shares
of Class B Common Stock, has the shared power to vote and, upon vesting
thereof, the sole power to dispose of 178,926 restricted shares of
Class B Common Stock and beneficially owns 1,633,332 shares of Class B
Common Stock issuable upon exercise of options that he may exercise
within 60 days of the date of this Statement.
The Peltz L.P. is the beneficial owner of 47,100
shares of Class B Common Stock. On May 9, 2004, Mr. Peltz transferred
all of his general partnership interests in the Peltz L.P. to Claudia
Peltz, his wife, as a result of which Mrs. Peltz became the sole
general partner of the Peltz L.P. Immediately thereafter, Mrs. Peltz
contributed all of the general partnership interests in the Peltz L.P.
to a limited liability company of which she is the sole member. In
addition, Mr. Peltz's minor children are the beneficial owners of 400
shares of Class B Common Stock. Mr. Peltz may be deemed to beneficially
own the shares
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 10 of 15
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of Class B Common Stock owned by the Peltz L.P. and his minor children.
Mr. Peltz disclaims beneficial ownership of such shares.
The Peltz Family Foundation is the beneficial owner
of 153,250 shares of Class B Common Stock. Mr. and Mrs. Peltz, one of
their adult children and an unrelated person serve as the trustees of
the Peltz Family Foundation. Mr. Peltz may be deemed to beneficially
own the shares of Class B Common Stock owned by the Peltz Family
Foundation. Mr. Peltz disclaims beneficial ownership of such shares.
Pursuant to the Voting Agreement, Mr. Peltz may also
be deemed to share voting power (but has no dispositive power) with
respect to the 4,871,071 shares of Class B Common Stock beneficially
owned by Mr. May (including restricted shares that may be voted by Mr.
May and options that may be exercised by Mr. May within 60 days of the
date of this Statement), and Mr. May may also be deemed to share voting
power (but has no dispositive power) with respect to the 9,345,828
shares of Class B Common Stock beneficially owned by Mr. Peltz
(including restricted shares that may be voted by Mr. Peltz and options
that may be exercised by Mr. Peltz within 60 days of the date of this
Statement, but excluding shares beneficially owned by the Peltz L.P.,
Mr. Peltz's minor children and the Peltz Family Foundation).
Accordingly, Mr. Peltz may be deemed to beneficially own such shares of
Class B Common Stock beneficially owned by Mr. May, and Mr. May may be
deemed to beneficially own such shares of Class B Common Stock owned by
Mr. Peltz.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 11 of 15
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As a result, Mr. Peltz may be deemed to beneficially
own an aggregate of 14,417,649 shares of Class B Common Stock
(including shares of Class B Common Stock beneficially owned by Mr.
May, the Peltz L.P., Mr. Peltz's minor children and the Peltz Family
Foundation and restricted shares of Class B common Stock that may be
voted by Messrs. Peltz and May), representing approximately 30.5% of
the outstanding shares of Class B Common Stock. In addition, Mr. May
may be deemed to beneficially own an aggregate of 14,216,899 shares of
Class B Common Stock (including shares of Class B Common Stock
beneficially owned by Mr. Peltz and restricted shares of Class B Common
Stock that may be voted by Messrs. Peltz and May, but excluding shares
beneficially owned by the Peltz L.P., Mr. Peltz's minor children and
the Peltz Family Foundation), representing approximately 30.1% of the
outstanding shares of Class B Common Stock.
Accordingly, as a result of the Voting Agreement, Mr.
Peltz may be deemed to beneficially own approximately 40.6% of the
combined voting power in the Company, and Mr. May may be deemed to
beneficially own approximately 40.5% of the combined voting power in
the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE COMMON STOCK OF THE ISSUER.
Item 6 of the Statement is amended by adding the following:
On May 6, 2005, the shares of Class A Common Stock and Class B
Common Stock owned by the Peltz L.P. that were pledged to secure the
BOA Loans to Mr. Peltz were released from such pledge and the Pledge
and Security
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 12 of 15
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Agreement entered into by the Peltz L.P. with respect to such shares of
Class A Common Stock and Class B Common stock was terminated.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 13 of 15
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: May 23, 2005
/s/ Nelson Peltz
----------------------------------
Nelson Peltz
/s/ Peter W. May
----------------------------------
Peter W. May
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 14 of 15
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
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1 Stock Purchase Agreement dated as of October 1, Filed with Original
1992 by and between the Statement
Purchaser, Posner, Posner Trust and Security
Management.
2 Exchange Agreement dated as of October 12, 1992 Filed with Original
between the Company and Security Management. Statement
3 Agreement dated as of October 1, 1992 between Filed with Original
the Company and the Purchaser. Statement
4 Agreement of Limited Partnership of the Filed with Original
Purchaser dated as of September 25, 1992. Statement
5 Joint Filing Agreement of the Purchaser, Peltz Filed with Amendment
and May. No. 14
6 Memorandum of Understanding, dated January 21, Filed with Amendment
1993, by and between the Purchaser and No. 2
William A. Ehrman, individually and derivatively
on behalf of SEPSCO.
7 Letter dated January 25, 1993 from Steven Posner Filed with Amendment
to the Purchaser (including proposed terms and No. 2
conditions of Consulting Agreement to be entered
into between the Company and Steven Posner).
8 Undertaking and Agreement, dated February 9, Filed with Amendment
1993, executed by the Purchaser. No. 3
9 Amendment No. 3 dated as of April 14, 1993 to Filed with Amendment
Agreement of Limited Partnership of the No. 4
Purchaser.
10 Citibank Loan Documents (Exhibits and Schedule Filed with Amendment
omitted). No. 4
11 Republic Loan Documents (Exhibits and Schedules Filed with Amendment
omitted). No. 4
12 Pledge and Security Agreement, dated as of Filed with Amendment
April 5, 1993, between the Purchaser and No. 5
Citibank.
13 Custodial Loan Documents. Filed with Amendment
No. 5
14 Agreement, dated May 2, 1994 among Nelson Peltz, Filed with Amendment
Peter W. May and Leon Kalvaria. No. 6
15 Amended and Restated Pledge and Security Filed with Amendment
Agreement, dated as of July 25, 1994 between No. 6
the Purchaser and Citibank.
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Class A Common Stock: CUSIP NO. 895927 10 1
Class B Common Stock: CUSIP NO. 895927 30 9 Page 15 of 15
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16 Amendment No. 1 dated as of November 15, 1992 Filed with Amendment
to Agreement of Limited Partnership of the No. 7
Purchaser.
17 Amendment No. 2 dated as of March 1, 1993 to Filed with Amendment
Agreement of Limited Partnership of the No. 7
Purchaser.
18 Amendment No. 4 dated a January 1, 1995 to Filed with Amendment
Agreement of Limited Partnership of the No. 7
Purchaser.
19 Amendment No. 5 dated as of January 1, 1996 to Filed with Amendment
Agreement of Limited Partnership of the No. 7
Purchaser.
20 BOA Loan documents (Exhibits and Schedules Filed with Amendment
omitted). No. 7
21 Letter, dated October 12, 1998, from Messrs. Filed with Amendment
Nelson Peltz and Peter W. May to the Company. No. 8
22 Press release, issued by the Company, dated Filed with Amendment
October 12, 1998. No. 8
23 Letter, dated October 12, 1998, from the Filed with Amendment
Company to Messrs. Nelson Peltz and No. 8
Peter W. May.
24 Press release issued by the Company, dated Filed with Amendment
March 10, 1999. No. 9
25 Amended and Restated Agreement of Limited Filed with Amendment
Partnership of the Purchaser, amended and No. 11
restated as of November 11, 2002.
26 Pledge Agreement dated April 2, 2001, made by Filed with Amendment
Peltz Family Limited Partnership, in favor of No. 13
Bank of America, N.A.
27 Pledge and Security Agreement dated April 2, Filed with Amendment
2003, made by Peter W. May, in favor of Bank of No. 13
America, N.A. (Schedule II omitted).
28 Voting Agreement, dated June 26, 2004, by and Filed with Amendment
among Messrs. Nelson Peltz, Peter W. May and No. 18
Gregory H. Sachs.
29 Voting Agreement dated July 23, 2004, between Filed with Amendment
Messrs. Nelson Peltz and Peter W. May. No. 19
30 Pledge and Security Agreement dated July 23, Filed with Amendment
2004, made by Nelson Peltz, in favor of Bank No. 19
of America, N.A. (Exhibit and Schedules
omitted).
31 Form of Amendment No. 5 to Pledge and Security Filed with Amendment
Agreement dated July 23, 2004, made by Peter No. 19
W. May, in favor of Bank of America, N.A.
(Schedules omitted).